Learn to Fly
by Mouse9
Summary: "Well maybe not your complete soul but definitely part of it. If you're willing to bare your body to me, it's only fair I get to see part of your soul too."
1. Proposition

I'm back! As usual, all characters in here, (except for Shayla) are property of Mr. Craig B. and Snee-oosh. I am just using them because, well, I hadn't written an actual story in a long time. Big warning. Towards the end, this story will become very mature. It this is not your cup of tea, or you are too young, click on another story. This story is rated M for sexual situations, language, and the word condom. (which apparently is now one of those words you can't use on TV) For those old enough and curious, enjoy.

I. Proposition

It was Friday afternoon and only one more class before the weekend. Arnold and Gerald walked to the locker they shared, talking as Gerald picked up the project for his last class.

"Any plans for this weekend?" Gerald asked. Arnold shook his head.

"Not much. I thought I'd try to catch a movie this weekend. You?"

"I have a date with the lovely Miss Shayla on Saturday."

Arnold smiled knowingly. "You two are getting pretty serious."

"Not too serious. It's just for grins."

"Gerald, you've been dating Shayla for almost the entire school year. You're going to tell me you feel nothing for her?"

Gerald grinned, slamming the locker and beginning the trek towards class.

"Oh, I feel something. In fact, I plan on feeling something on Saturday night."

Arnold shook his head as the two separated to go to their separate classes.

* * *

Arnold reached his college Algebra class when he heard his name being called. Turning around, he spotted Curly hurling towards him.

"Slow down Tad." He said as the dark haired young man reached him.

Unlike his old friends and most of the school, he knew the person in front of him was no longer fond of his childhood nickname. Therefore he didn't use it.

After taking a deep breath, Tad handed Arnold a folded piece of paper.

"I was told to give you this last period."

Arnold frowned taking the paper. Together they entered their class.

"Who's it from?"

Tad snorted. "I can't tell you that. It'll spoil the surprise."

Just because he didn't like the nickname anymore didn't mean he still wasn't mentally unstable. The two took their seats as the bell rang and their attractive math teacher came into class.

"Settle down y'all." She said.

"Say, that's a cute little number you've got on there Miss C." Tad announced.

Miss Clark inclined her head in his direction.

"Thank you Thaddeus. Now, today we're finishing up chapter five."

Correction. Mentally unstable and ridiculously brave.

Arnold waited until the middle of class to finally read the note. Opening the paper, he flattened it in his notebook.

**I have a favor/proposition for you. If you're curious, meet me at the bench by the lake in the park at five.**

**-H**

Arnold frowned. The letter was undeniably Helga but he wasn't sure why she wanted to see him. They were acquaintances and sometime friends on her good days but normally they left each other alone…kinda…okay, not really.

Folding the note up he resolved to grab Tad before he escaped and have him explain.

* * *

"Hold up Tad!" Arnold called out as the dark haired teen tried to escape class.

"Curses. Foiled by my own game plan." He said before turning his attention to Arnold.

"Why does Helga want to meet me at the park?"

Tad smirked. "Well, I'm ever so sure I have no idea." He said.

Arnold glared at Tad's mocking of Lila.

"Cut it out Thaddeus. What's going on?"

"You'll have to go and find out. I'm sorry Arnold but I'm sworn to secrecy. We even pinky swore."

"I can't see Helga pinky swearing to anything." He said dryly.

"Hey Curly! How's it hanging?" Gerald yelled across the hall as the two approached the lockers. Tad rolled his eyes.

"Just fine Geraldo. How's your piece?"

Gerald's eyes narrowed a bit, then he grinned. "Speaking of Helga, how is your homicidal girlfriend?"

Arnold sighed. "Gerald, knock it off."

"Well you're still here so I guess she's fine." Tad retorted. "I'll see you around Arnold."

Gerald waited until Tad left before he spoke.

"I don't like that psychotic freak. Why do you even still talk to him?"

"I still talk to you, don't I?"

Gerald shook his head. "Bright side Arnold, that's what you are. Hey, the guys are going over to Lefties after school." He said, changing the subject. "Wanna go?"

Arnold though about the note in his back pocket.

"Um, not today. I kind of already have plans."

"That's cool. I'll call you Sunday and tell you how my date went."

Arnold smiled. "Sounds like a plan."

He watched Gerald walk off and sighed. He had a little less than two hours to gather his courage for this meeting in the park.

* * *

It was almost five when he approached the bridge over the lake. On the opposite side sat a bench that had unofficially become his and Helga's bench.

She was already there, sporting her baggy black pants and her trademark pink cardigan with black trim. She was sitting cross-legged on the bench writing in a notebook.

She glanced briefly in his direction as he reached the bench and sat down beside her.

"You wanted to see me?" he asked. She nodded, still writing in her notebook.

"Hold on," she muttered, finishing her writing, then closing the book. She finally turned her attention to him. Taking a deep breath, she smiled.

"Thank you for meeting me here."  
He shrugged. "No problem. Your note mentioned a favor or proposition?"

Putting her notebook in her book bag, she positioned herself so she was sitting cross-legged sideways on the bench facing him.

"We've known each other since what…three or four?"

He nodded.

"And we're kind of friends, right?"

"Yeah…"  
"And we have some trust between us, right? I mean, I know I trust you and I would hope you trust me."

He smiled confused. "I trust you Helga. What's going on?"

She took another deep breath and plunged ahead.

"It's our senior year and in a few months we're all off to different places. We'll probably never see each other again."

He watched her, not quite sure where she was heading.

"Well, I heard people do some really stupid things in college and I don't want to make the biggest mistake of my life drunk at a frat party."

He snorted. "Come on Helga. You don't even drink. I doubt you'll even associate yourself with the frat boy type."

She shrugged. "I don't know, regardless, I don't want my first time to be a huge mistake I'll regret. I'd prefer to have it with someone I trust."

Arnold's eyes widened as he realized what she was saying.

"Before you ask, Tad and I discussed it. We even kissed, but it was like kissing a sibling. We love each other, just not in that way."

"Helga," he stammered. "Are…are you…"

"I'd like my first time to be with someone I trust. Someone who's going to be careful and gentle. I want you." She shrugged, her eyes looking over at the lake before fixing back to him "That's the favor. It isn't much of a proposition except you get the experience."

He made a face. "Helga…"  
"I know. It's a reach. I'm the last person you even thought about fucking."

He made another face. "Stop that. I don't like that work." He reached over and took one of her hands. "I'm flattered, Helga, really I am…"

"But no way in hell, right?"

"I…" he stopped, trying to gather his thoughts. "We've been friends, but I don't even know you. I'm not going to jump into bed with anyone on the spur of the moment."

She smiled slightly. "If it helps, this was almost next to impossible for me. I almost didn't show up. It took a hell of a lot of convincing and a veiled threat from Tad to get me here."

He looked around. "He isn't here, is he?"

She shook her head. "No. In fact, he's having this same conversation with someone."

He frowned. "Who?'

She grinned. "Can't tell you. He made me pinky swear."

He laughed lightly for a moment, and then turned his full attention back to her.

"Helga, I can't make any guarantees, but how about this. Give me one week; one week with you to find out about you, to find out who you really are. After the week…" he shrugged. "Who knows?"

She eyed him skeptically. "One week. To bare my soul to you?"

"Well maybe not your complete soul but definitely part of it." He looked at her hard. "If you're willing to bare your body to me, it's only fair I get to see part of your soul too."

She looked at him thoughtfully. Finally she nodded.

"One week." She held out her hand. "Deal."

He grinned. "Um, if you expect us to be up close and personal by week's end, then…" He leaned forward, wrapping his hand around her arm and pulling her towards him. She gasped softly before her eyes closed.

He hesitated only a moment before his lips touched hers. She was softer than he expected and he could feel her shaking. He had this feeling as his lips brushed against hers, but he couldn't place it.

Releasing her arm, he broke the kiss and leaned back grinning at the small smile on her face. She opened her eyes and for the first time he was reminded how blue her eyes were. He'd forgotten that over the years.

"Well," she said, clearing her throat. "That was pleasant."

He laughed, standing up and offering her his hand. She took it and unfolded herself from the bench.

"So. Where do we go tomorrow?" He asked. She shrugged.  
"It's Saturday. We could always catch a double feature?"

He nodded. "Sound like a plan. See you in front of the theater around two?"

"How about one thirty. Gives us time to get snacks."

"Makes sense." He gave her a smile. "Want me to walk you home?"

She shook her head. "Nah. I'm supposed to meet Tad later for dinner. Thanks though."

"Okay. I'll see you tomorrow."

With one last look, he walked off, wondering what he'd gotten himself into.


	2. Dating the Elusive

II: Dating the Elusive

At one thirty, Arnold was standing in front of the movie theater, tickets in hand, wondering if she was going to show.

Moments later, an old orange GTO pulled around the corner, stopping in front of the theater. Arnold had at first felt uncomfortable with the fact that Tad knew, but quickly realized that whomever Tad was asking had to know that Helga knew.

He watched her climb out of the car and wave at Tad who waved to them both. Arnold raised his hand as the car drove off.

"Hey," she called out walking over to him. He handed her a ticket and she took it frowning.

"You didn't have to do that."

He shrugged as they entered the theater. "You can buy the snacks."

"So, how did Tad's proposition go?" he asked. They'd gotten the special and some candy and had found some seats in the back.

"She agreed. That's where he was going after he dropped me off. He's spending the weekend with her because, according to her, if she's going to do this, she's going to teach him the correct way to please a lady."  
He frowned. "She's just going to do it? Not even a hello, how are you?"

She smirked at him. "Not everyone has your set of morals, Arnold."

The lights went down, stopping the rest of the conversation.

* * *

He'd picked the action/thriller combo because he did know Helga wasn't a fan of the romance movies and he wasn't sure if he could sit through a love scene without squirming.

Helga, for her part, sat in the seat, trying to watch the movie, very aware that Arnold was sitting inches from her.

This entire thing had sprung from a bad day. She'd been sitting in Tad's room as he typed on the computer lamenting that even Phoebe wasn't a virgin anymore. Tad had made some off-handed comment about them being the last remaining members. That's when she'd suggested they remedy the problem.

After the first kiss and some halfhearted groping, they realized it wasn't going to work. There was no spark, no attraction other than the fondness they shared for each other as friends.

It was Tad who came up with the suggestion of offering the proposition to the people they were actually sexually attracted to.

Which led her to sitting in a darkened movie theater with her longtime crush while Tad was getting his grove on with…

An uncomfortable sounding noise from next to her caught her attention, snapping her from her thoughts.

She glanced over to Arnold, who was shifting uncomfortable in his seat, watching the screen with what could be called growing dread.

She turned her attention to the screen and was greeting by the naked chest of the main character as he was climbing onto the bed where the leading lady was laying.

Cocking her head, she watched silently for a few moments.

Arnold adjusted himself in the seat for the third time. This was the exact reason he didn't want to see the romance. He almost jumped out of his skin when he heard Helga's voice in his ear.

"I never got this in action movies." She said softly. "Cars exploding, guns all over the place, the bad guys five minutes behind you, yet they have time for a long drawn out romp in bed? Personally, I think its just so the leading man can show off all his hard work to beef up for the movie."

Arnold looked over at her, his uncomfortableness forgotten. He began to smile.

"No. It's for the girls who get dragged to these movie with their boyfriends."

She nodded slowly, a smile on her face. "Oh yeah, I forgot most girls don't go to these kinds of movies willingly."

The next movie was a thriller so it was better…or at least safer. No sex scenes, everyone was pretty much running for their lives.

Soon he was so caught up in the film he almost forgot Helga was there. The heroine's female friend rounded the corner when suddenly the killer stepped right in front of her. Arnold jumped, his right hand clutching the armrest. Not a moment later Helga's hand crashed down on his, her nail digging into his hand.

"Ow,ow,ow," he hissed. "Nails."

"Sorry," she whispered back, pulling her hand from his. "Forgot."

He took her hand before she could pull away fully, holding it loosely in his own. He smiled at her confused looked, tightening his grip briefly before turning his attention back to the movie.

She watched him for a bit longer a small smile on her face before a scream on the screen pulled her attention back to the screen. She felt Arnold squeeze her hand again before she relaxed and got back into the film.

* * *

"I have to admit," Arnold said as they left the theater. "The second movie was much better than the first."

Helga nodded. "I'm not a big fan of the guy who played in the first movie."  
"So, you want to grab something to eat or is the overload of popcorn enough?" He joked.

"Oh, I could definitely go for some food. Not like a full course meal or anything, but some food."

"Cool, how 'bout picking up something on the pier?" He asked, stopping to dig his car keys from his pocket. He glanced up and caught sight of her legs. He really hadn't realized she was wearing a skirt until this moment. Or that it was really short.

He pulled his eyes from the view of her legs as images flooded his mind. Until she'd asked him, he'd never really thought about her in that way. Now it seemed like he couldn't think of anything else.

"Ohhh, I could really go for a coney dog," she said, not realizing he'd stopped. "Or maybe just some funnel cake."

"Um, yeah, funnel cake." He stammered, forcing himself to catch up with her and trying very hard not to stare at her legs. "My car is around the corner."

* * *

They spent the rest of the afternoon walking the boardwalk and talking. They talked about school and friends and the past. He found out a little on why she'd become friends with Tad.

The sun was beginning to set when he pulled up to her home." Well, this is my stop." She said, her hand on the door latch. Reaching out, he grabbed her other arm.

"Wait. One more question. You don't have to go yet, do you?" Glancing briefly at her front door, she turned back to him shaking her head.

"Nah. Go ahead. But I get to ask one too, so be careful what you ask."

"Okay." He already had his question. "Tell me something about you only a few people know and something nobody knows."

"That's two questions." She pointed out.

"He shook his head. "No. One question, two parts."

"Hmmm," she looked thoughtful. "Okay, I have my belly button pierced." Lifting her shirt a bit she showed off the small pink butterfly dangling in her bellybutton. "Only Phoebe and Tad know."

He stared amazed. He'd seen girls with the piercing before, but there was something about this one. Reaching out, he gently touched the dangling butterfly feeling her stomach muscles retract as his fingers brushed her skin.

"Okay, enough fondling my butterfly." She said, pulling her shirt back down. He raised his eyes to meet hers, a semi-smile on his face.

"And the second part?"

She gave him a look. "I have a tattoo."

He swore he felt his jaw drop. She grinned at his reaction.

"You're kidding!"

"Nope."

"Where?"

She gave him a coy look. "Let's just say, you might be the first person to see it."

He felt himself blush.  
"What is it?"

"Not telling. But it's something very personal for me." Grinning, she sat up a bit. "My turn."

He eyed her skeptically. "Should I be nervous?"

"Too late. Who was the first girl you kissed?"

He smirked, thinking he'd gotten off easily.

"You. Fourth grade production of Romeo and Juliet. I can't believe you forgot."

"No. Not little kisses. That's all we did. I mean your first real kiss." She grinned at his perplexed expression. "You know, open mouth, tongue fighting, sloppy kiss."

He felt his face grow warn and was glad it was twilight.

"Are you serious?"

"Completely. Now spill."

"I can't believe this," he muttered. "Fine. It was Sheena, at a middle school party on a dare."

Helga started laughing. "Sheena? Like the Sheena who's dating Brainy?"

"The same."

She snickered another moment before trying to compose herself.

"So? How was it?"

"Awkward." He answered, trying to remember. "It was dark and it was the first time for both of us. It took a bit to figure out which way we should move our heads so out noses wouldn't bump and then we both forgot to breath…"

This time she didn't try to hide it. She leaned against the car door howling in laughter. Arnold finished the story and gave her a look, trying to hide his own amusement.

"Sure, laugh at my stories."

"Sorry… I can't…the mental picture is just…" she doubled over laughing, holding her sides.

"Sure funny for you. How was your first time?"

Helga wiped her eyes, still chuckling.

"Hu uh. Only one question, remember?" Still smiling, she grabbed her bag and reached for the handle.

"I had fun Arnold, Thanks."

"So did I."

Hesitantly, she leaned towards him, halting a brief moment, before leaning the remainder of the way and giving him a quick peck on the lips.

"See you Monday Arnold." She said, climbing out of the car. He waited until she entered her house before leaving to drive back to his house.

There were some people he needed to talk to.


	3. Education

III. Education

Phoebe opened her front door, smiling at the person standing on her steps.

"Come on in."

He stepped into the house, glancing around.

"My parents are out for the afternoon so we'll be undisturbed."

He followed her into the living room, taking a seat in one of the plush chairs. Phoebe settled herself back on the couch where it was apparent she'd spent most of the afternoon already. She closed her books and notebooks scattered on the coffee table.

"I'll admit I was curious as to why you called me this morning. I only ever see you in class or in passing." She stopped, frowning slightly. "I'm sorry, can I get you something to drink?"

"I'm fine thanks. I need to talk to you and I need to know this'll stay between us."

Phoebe's frown deepened. "Of course Arnold. Although, I don't understand why you aren't talking to Gerald."

He folded his arms. "Helga Pataki."

"Never mind, do continue." She retorted. "Although, please understand that Helga is still a very close friend of mine and I will never betray her confidence."

"I don't expect you to. But I was hoping you could help me figure her out."

Phoebe eyed him, picking up her bottled tea and uncapping it.

"I can try, but why are you suddenly so interested in trying to understand her?"

"Well, she's never asked me to sleep with her before."

Phoebe choked on her tea. Arnold jumped up and patted her on the back as Phoebe coughed, grabbing napkins to clean up the mess. When she could breath again, she looked up at him.

"She what?" She asked increduisly.

"You heard me." He stated going back to the chair.

"No actually, I don't think I did. I could have sworn you said Helga asked you to sleep with her."

"She did."

"Wait. Sleep together. Not just actual sleeping, but…intercourse?"

"Well, I'm sure there might be some sleeping involved but, that's about the just of it, yeah."

Phoebe sat back, stunned.

"Well hell."

"I'm going to take it this is a surprise for you also."

She nodded thoughtfully. After a moment, she turned her attention back to Arnold.

"What part is Tad playing in this?"

"It's a joint deal. He had to ask someone too."

Again she looked shocked. "Did she agree?"

He nodded. "He's been over there since yesterday afternoon according to Helga."

"Damn, I didn't think she'd actually agree."

"Wait, how do you know who it is?"

Phoebe rubbed her forehead.

"Spend more than a half an hour outside class or even school and you'll know who it is also." She peered at Arnold.

"What did you tell her?"

"I told her to give me a week with her. One week of dating to discover who she really is and then…we'll see."

"And she agreed to that?"

"Didn't have a choice. I told her if she was willing to get naked for me, I wanted the whole deal."

"It'd be easier just to get her to strip her clothes. I've been her friend since pre-school and even I don't know everything about her."

"But why me?" She asked. "There are tons of other guys in school she could've asked."

"And of those hundreds of other guys in the school, how many do you ever see Helga around?"

"Other than Tad?"

She nodded.

"Well, there's Jayson…"

"Gay."

"Marcus?"

"Gay."

"Ron?"

Phoebe smirked. "So past gay, he should be a girl."

"Okay, she has to have some male friends that aren't gay."

"She does."

"What about the blond who was giving her a piggy back ride across campus last week."

"He has a girlfriend and a girlfriend on the side. She's friends with him, but she doesn't trust him any further than she could throw him." She stopped to take another drink of her tea. "There are only two guys she trusts completely."

Arnold sighed. "Me and Tad."

She nodded

Sighing heavily, he sunk further into the chair.

"What do you think about all of this?" She asked. He glanced over at her.

"Between you and me?"

"Of course."

"I don't think I really ever thought about it. In my mind she was always hands off. So I was shocked when she asked."  
"And now that the _No Trespassing_ sign has been lifted?" She asked.

He gave her a lopsided grin. "Just like every other seventeen year old guy. I know I have an opportunity to have sex and I almost can't think about anything else." He shook his head. "I know I shouldn't, we've known each other since we were three."

"But you aren't put off by it."

He blushed. "No. In fact it's almost a turn on knowing that she specifically wants me. Kind of an ego buster."

"So you will probably see this through."

He gave her a look. "Why am I telling you all of this?"

She smiled at him. "Because even though I hold Helga's secrets, you also know I will hold yours."

"Yes, I'll more than likely see this though." He admitted. "That decision was made the first time I kissed her."

Phoebe smiled. "You've kissed?"

"Nothing major, just a little kiss. But enough of living vicariously through me." He said, trying to change the subject. "Tad said Helga was bemoaning the fact that he and she were the only virgins left in the school while I don't believe that's true, it would mean that the people she knows would be in that category.'

Phoebe grimaced. "Well, since we're divulging hidden secrets, it was a long time ago."

"Gerald never said anything about it."

"It happened once, right before we broke up." She put down the bottle and leaned forward, her attention focused on the boy sitting across from her.

"I'm going to tell you something I've only shared with one other person. And that's because only she knows what I went though."

Arnold frowned. "Shayla?"

Phoebe nodded. "Most boys in your situation would have taken care of it on Friday night and forgotten the entire incident. I know Gerald would have. That's where you're different. That's why Helga chose you."

"Phoebe. What did Gerald do to you?"

She smiled and sat back. "That's in the past. If you want to find out about Gerald, you'll need to ask Shayla. As for Helga…"

"You think I should do it." He said.

She nodded. "I think you should do it."

* * *

On Monday, he went in search for the elusive girlfriend. He knew Gerald drove in late because he had to drive Timberly to school, so he knew he had time.

He found Shayla at her locker chatting with a couple of friends.

"Hey Shayla?"

The dark skinned girl turned, smiling when she saw who it was.

"Morning Arnold."

"Hey, um…can I talk to you…in private?"

She frowned slightly, and then nodded.

"Sure Arnold."

He waited until she said goodbye to her friends and then grabbed her book and shut her locker.

"You have fifteen minutes sweetie," she said, consulting her watch.

"They walked down the hall in silence for a few moments, before he spoke.

"Can I talk to you about Gerald?"

The girl sighed. "Is he doggin' again?"

"What? No!" He exclaimed, stunned. "Well, at least I don't think so. I wanted to ask you about him personally."

She eyed him. "What's this about?"

He sighed frustrated. "Look. I spoke with Phoebe the other day and our conversation turned to Gerald. When I asked her about him, she suggested I ask you."

Shayla stopped, grabbing Arnold's arm.

"Hold on. I think we might need some privacy for this."

She pulled him into the library and to a table towards the back. Dropping her books on the table, she sat down, gesturing to the seat next to her.

"Okay," she said quietly, once he was seated. "What's going on?"

"Look, I know Gerald is my closest friend." He started. "I don't agree with some of the things he does, so he doesn't tell me. The problem is, I've been friends with Phoebe just as long, so when she hinted about the past." He sighed frustrated. "I don't know."

"Let me tell you something about Gerald." Shayla said. "The boy likes to think he's a player, but in order to play, you have to bring something to the table. He likes to think he's the bomb, when in reality, he's kind of a washout."

Arnold blinked. To hear Gerald talk, he was the new Casanova.

"Gerald isn't the first player I've dated, and he probably won't be the last. He was planning to break it off with Phoebe when he slept with her. When I started dating him, I wanted to know what he was like, so I went to the source. Phoebe was up front and honest and I appreciate that. I know what he does, but officially we aren't together." She said, quoting with her hands. "Now there are a ton of things I could tell you about your friend if you ever wanted to know, but I don't think that's why I'm here."

She leaned forward in her seat. "So, what's going on?"

He shifted uncomfortably in his seat. "Well, being Gerald's friend, I don't want people to think…"  
"Oh sweetie, don't worry about that." Shayla interrupted. "Everyone knows you're the complete opposite. Everything you are, he isn't."

"Lately, I had a proposition." He admitted. A slow smile grew across Shayla's mouth.

"She must trust you a lot to ask you that." She suggested.

He shrugged. "She says she does and I've known her my whole life."

She looked thoughtful. "Is it her first time?"

He nodded.

"Do it." She answered. "If she trusts you enough to be her first, you can't say no."

"It's a huge responsibility." He retorted.

Shayla grinned. "It ain't your first time. You know how to use protection." She glanced down at her watch.

"Oops, times up. Gerald should be in the school and I don't want him doggin' you. I can lie, you can't."

She stood up, pausing to pat his shoulder.

"Good luck Arnold." She grinned cheekily. "And give her a night to remember."

Arnold blushed as she walked off.

As he slowly walked through the hallways, he thought about what both girls had said. More and more it was being perceived as almost an honor to be asked. To be specifically asked instead of clumsily falling together in a night of apologies and let downs as his had been.

Turning the corner, he heard the familiar laughter of Helga and Phoebe. They were walking down the hall with Tad. As they approached, he could hear what they were talking about.

"So according to her, she taught me so well that she's keeping me on reserve. I was that good." Tad was saying. Helga shook her head as Phoebe gave him a look of disbelief.

"She's using you, you know." She said, matter of fact.

Tad grinned.

"She can use me anytime she wants."

The conversation died as Arnold reached them.

"Morning guys," he said, feeling slightly uncomfortable. "Um, do you mind if I take Helga?"

He could see the blonde girl open her mouth to speak, but then Tad and Phoebe gave her a small shove. She stumbled towards him.

"No!"

"Really go ahead."

"We'll see her later."

The two walked off trying and failing miserably to hide smiles.

Helga glowered at their backs.

"Traitors" she groused. Turning back to him, she glared at his failed attempt to hide his own amusement.

"Come on," he said, trying to sooth her over. "I'll walk you to class."

"What will your friends say?" She mocked as they walked down the hall.

"The same thing they say every time we're seen walking to class together. Now, ask me if I care?"

She eyed him. "Do you care?"

"Do you?" He challenged. She shrugged nonchalantly.

"I don't if you don't."

"Then it's settled. Neither of us cares." He grinned. "Now, let's talk about us."

"There's an us?"

"Oh, there most definitely is an us. You kind of confirmed that on Friday. Now, what are you doing tonight?"

"Um…" Her eyes darted nervously, seeking a quick escape. So intent on her escape plan, she didn't notice the plan Arnold had formed.

She yelped as she felt his hand suddenly grab her arm and pulled her sideways into an empty classroom.

"There. Now you can't escape." He teased, blocking the only exit. "So, what are you doing tonight?"

"I…nothing."

"Great. Let's go to the spring carnival on the shore tonight."

"Carnival?"

"Carnival." He confirmed. "I'll be fun. We'll get to talk a bit more. "He grinned rakishly. "Why? What did you think I was going to ask you?"

"I…um…" she shrugged helplessly.

"Pick you up at seven at your house?"

"Okay."

"Great." He glanced down at his watch. "Two minutes left. We'd better get moving."

He moved out of the way of the door but grabbed her hand before she could move. He pulled her to him and planted a kiss on the side of her mouth. He pulled back, smiling at her dazed expression.

"Come on, don't want to be late." He teased, pulling her with him into the hallway. She followed, not even realizing he still held her hand until he let go when they reached the throng of students in the hallway.

"See you later," he told her, dropping her off in front of her class.

He walked to his own, his mind already planning question and situation for that night.


	4. Initiation

IV: Initiation

At seven that night, he was at her house. She was sitting on the stoop waiting for him. Dressed in jeans, a pink tank top and her ever present cardigan, she jumped off the last step, opened the car door and slid in.

He pulled out into the street, glancing at her briefly before turning his attention to the road.

"You're quiet." He noted.

She shook her head, looking out the window. "Typical crap at home. Bob has a client over and he wanted me to stay home and entertain. I told him to go to hell."

Arnold smiled. "Then I guess we'd better have some fun tonight to make up for the crap you're gonna deal with when you get home."

Helga looked at him giving him a small smile. "It's like you know my family."

He chuckled. 'Nobody can forget Bob Pataki."

* * *

Three hours, six rides, and three corn dogs later, Helga had forgotten all about her parents, laughing at some guy trying to beat the strong man game. Arnold watched her, taking the time unnoticed to really look at her. He knew a little about her over these three days but it was Monday. He had three maybe three and a half days to get to know her a little better before he **really** got to know her. Looking around, he spotted the creepiest ride in the carnival. Perfect.

Reaching over, he took her hand, causing her to look back at him.

"Come on." He said, jerking his head towards the ride. She looked in the direction of his head jerk, then back at him.

"Are you kidding?"

"Scared?"

She scoffed. "Never. I'm just afraid it'll be too much for you."

"Whatever. Come on Helga; show me what you're made of."

Shrugging, she followed him very aware that he still held her hand. He handed tickets to the guy manning the ride. The guy looked at the two of them.

"You sure your girl there can handle this?"

"Please." Helga stated. "Plastic dummies jumping out? You should be worried for my friend here."

The guys grinned, opening the bar on the car for them. Helga climbed in, looking expectantly at Arnold. He climbed in, moving to try to make some room. The cars were not built for two people who didn't like each other.

The ride started and the car slid into the dark.

Seven minutes later, the car exited into the lighted night sky, Helga holding onto the bar for dear life, and Arnold peeking through his fingers.

"Scary enough for you?" The guy manning the ride asked them dryly. Helga blinked and looked up at him.

"That was awesome!" she exclaimed. Arnold opened the bar, shaking his head. She was the one screaming the loudest, and now she acted like a kid in a candy store. He climbed out holding a hand out for her. She climbed out of the car, her foot catching the bottom lip of the ride.  
"Agh!" She screeched, falling right into Arnold. He caught her, stumbling backwards a bit.

"Got you." He said his voice right next to her ear. He felt her shiver and frowned. "You okay?"

She nodded, pushing lightly away from him. "Sorry about that. Must have tripped on the stupid car."

He nodded, slipping his hand into hers again. "Looks like the place is about to close down."

She glanced at her watch. "It's almost ten. And we got school tomorrow."

He pulled her along into the shadows of the parking lot. He noticed she'd gotten quiet again.  
They reached the car and he leaned against it, pulling her to him. "What's on your mind?"

She looked uncomfortable in his embrace. "Nothing much. Just trying to figure out why you're putting so much work into this." She lifted their still entwined fingers. "Acting like we're a couple."

He frowned. "Helga. In about four days, we're going to be a lot more intimate than simple hand holding. If you can't handle this, what make you think you're going to be able to handle more?"

She suddenly looked nervous. "You're actually agreeing to go through with this?"

"I am."

She heaved a sigh. "Great. Now I'm not sure if I can go through with this."

"Look, Helga. I'm not going to pressure you." He gently pulled her closer to him. "But you wanted this three days ago. I'm finding I want this too. And Tad is never going to let you live it down if you don't."

She smiled slightly. "I will get mocked." She turned serious. "I just didn't expect this. Tad had a one night stand, granted it was a weekend, but it was still a one night stand. And no matter how much he thinks she will, I seriously doubt his little princess will be calling him soon for a little romp. And Phoebe," She shook her head, eyes closed for a moment. "One moment of happiness, then bam, two weeks of hysteria and not eating."

She opened her eyes, looking at him. "Why do I get to be happy?"

"You don't think you deserve it?"

"No. Part of me wants it, but the other part knows you're doing this to be nice. Because that's what you do."

He looked at her for a moment, and then sighed. "Okay, let's get something clear. I am not doing this to be nice. Trust me; there is not one nice thought in my head right now. There hasn't been one nice thought in my head since you brought this up to me on Friday." He kept his eyes on her, watching her blush. Keeping a hold on her, he straightened against the car, pulling her to him until she had to adjust herself so she wouldn't fall on him. He could feel the buttons from her sweater brush against his shirt.

"Let's have this out right now. I am going to kiss you, Helga. Not because I'm being nice, or helping you out. I'm going to kiss you because I want to. Because I haven't stopped thinking about it since you got into my car this evening."

He watched her eyes widen before he leaned the small distance to her, brushing his lips against hers briefly, then kissing her. He caught her gasp in his mouth, taking the opportunity to deepen the kiss, his tongue sliding against her lips. His hands slid to her waist, sliding under the cardigan to rest where her tank top met her jeans. He felt her hands press against his chest, her fingers tightening on the material of his tee-shirt. He could feel her shaking in his arms. He broke the kiss, keeping her close to him.

"When was your first kiss?" he whispered. Her eyes opened, and she smirked at him.

"Fourth grade, Romeo and Juliet. I can't believe you forgot." She said, throwing his words back at him.

"Your first real kiss." He said, reciprocating. "You know, open mouth, tongues fighting, sloppy kiss."

She blushed again, ducking her head. "Last week with Tad."

He lifted her chin, so she was looking at him again. "Your first real kiss was with a guy you think of as a brother?"

"Kinda." She answered. "It was open mouth and kinda sloppy. But only because neither of us knew what the hell we were doing."

His eyes ran over her face. He moved his hands to cover hers and pull them away from his chest placing them on his waist. She didn't move, didn't breath. He lifted his hands to touch her face, one hand moving to brush a stray strand of hair out of her face.  
"I'm going to kiss you again," he whispered, his face close to hers. "I don't want you to think, just do."

Before she could say a word, his hand slid behind to cup her neck and he pulled her to him, his mouth covering hers again. Without the brace, she fell into him, her chest pressed against him. He felt her freeze for a moment, then relax, her hands tightening against his waist. His tongue slid out again sliding against her lips, urging them open. A moment of hesitation, then her mouth opened against his, giving him access. He delved in, and she groaned, her hands moving up to slide over his shoulders and around his neck, pressing herself even closer to him. He allowed his hands to slide back down her body, feeling her shiver, to rest back at her hips, his fingers sliding under her tank top this time to touch flesh.

Her responses to him were invigorating. She fit perfectly in his hands, her mouth melded with his, her body pressed against him felt incredible. He suddenly couldn't wait until Friday to find out just how well they did fit together. His body jerked at that thought, and he broke the kiss, gasping for breath. Her head fell onto his shoulder and he could hear her panting for air. His hands slid up her back, holding her to him, enjoying the feel of her against him.

"We'd better get back home soon." He whispered in her ear, feeling her shiver against him. He realized she wasn't cold; it was in response to him, just like earlier at the ride.

She didn't move for a moment, then sighed and pulled away from him.

"Bob's gonna kill me for staying out this late." She said.

* * *

The next day at school, Gerald was waiting at Arnold's locker when he walked in.

"What's up?"

"Rumor is someone saw you and the Pataki terror at the carnival last night." Gerald said, as Arnold opened his locker. "And you didn't call me."

He threw his books into the locker and pulled others out. "Yeah, I went to the carnival with Helga. I asked her yesterday during class. So?"

"Really Arnold? The Pataki terror? You that hard up for company?"

Arnold rolled his eyes. "I've been out with Helga before, Gerald, and you know that. We've gone to the movies, the park, grab something to eat. Why are you suddenly questioning this one?'

Gerald waited until the boy shut his locker and they began to walk down the hall. "You just seem secretive."

"You seem jealous." Arnold grinned, slinging an arm over the dark skinned teen's shoulder. "What's wrong baby? Did you miss me last night?"

"Dude!" Gerald ducked under Arnold's arm as the blond kid laughed.

"I knew it!" Shayla exclaimed walking towards them. "You were cheating on me with a blonde?"

Gerald gave her a glare and Arnold laughed harder. "That isn't even funny, Shay."

"If you must know, I was with Shay last night." Arnold teased. The cocoa skinned girl laughed, throwing an arm around Arnold.

"That's right baby. I decided to try some white meat."

Gerald threw up his hands. "I give up! Forget I asked anything." He muttered.  
Shayla looked at the two men, falling into step with them. "Asked what?"

"Gerald's jealous of who I'm spending my time with suddenly." Arnold told her.

"I ain't jealous." Gerald insisted. The sound of laughter caught their attention. Turning the corner, they spotted Phoebe laughing at Helga and Tad dancing in the middle of the hallway. Some of the students were clapping, some were just watching them. Arnold felt a smile come over his face.

"See." Gerald stated, pointing at the two students. "Crazy."

Shayla grinned. "Aw…it's cute."

Tad spun Helga around, then grabbed Phoebe's hand and spun her. The Asian teen let out a peel of laughter.

"And that's how you handle two women at one time." Tad said to a couple of grinning students by them.

"Like you've ever had a woman." Gerald stated. The three teens stopped, glancing to the three across from them. Tad grinned, grabbing the waists of Helga and Phoebe and pulling them close to him.  
"That's why I have two on my arm and you don't?" he asked Gerald. He let go of both women long enough to bow to Shayla. "And no offense to the beautiful woman next to you, but I'm not sure you would know what to do with a real woman."

Gerald took a step forward. "Listen freak…"

Shayla grabbed Gerald's arm, as Helga stepped forward.

Arnold put a hand out to stop Gerald.  
"Okay, everyone calm down."

Tad grinned, gently tugging Helga back to his side. Arnold frowned.

"Come on ladies, homeroom awaits." Sliding his arms around both of their waists, he spun around, leading them towards their first period class. Arnold dropped his hand, watching the three leave.  
"See what I mean about crazy?" Gerald explained. "Why you want to hang around that crazy bitch?"

Shayla looked at him. "Probably because she knows how to have a good time."

"Yeah, I'm sure all three of them know how to have a good time all right." Gerald muttered darkly.

Shayla pulled away from him about to say something, when Arnold turned, his fist connecting with Gerald's face. Gerald stumbled back, hand going up to his jaw.

"What the hell?"

Shayla stepped to him, her face furious. "You're lucky he got to you first. You don't talk about Phoebe like that, ever, do you understand me?"

He looked at her, blinking. "Baby…"

"Don't you baby me, Gerald Johansson." She told him.

"You don't talk about any of them like that." Arnold seethed. "Phoebe's been nothing but nice and kind to you. Even after you fucked her and forgot her. Helga and Tad may be a little nuts at times, but they never did anything to you that you didn't start."

Gerald looked at both of them, knowing he wasn't going to win this battle. Still holding his jaw, his nodded.

"You're right. I didn't mean it…well about one of them." He turned his pathetic face on both of them. "I'm sorry."

Shayla gave him a look, but still nodded. "I'll forgive you this time."

Gerald glanced over at Arnold, who was still glaring at him. "Sorry bro." He worked his jaw. "I didn't know you could hit like that!"

Arnold grinned. "Neither did I."


	5. Playing the Game

V: Playing the Game

Arnold caught up with Helga during lunch. She was sitting at the table by herself reading when he placed his tray on the table, sitting in the chair next to her. She glanced up briefly noticing who it was, then closed her book.

"Sorry about this morning." He said, holding out a can of soda as an apology. She looked at him for a moment, then took the soda.

"It's okay. Phoebe wants to kiss you though. I don't know what he said about her but it was all over Chemistry that you punch him then you and Shayla double teamed him about her."

Arnold shrugged. "Just because I don't talk to her that much anymore, doesn't mean I'm going to stand by and let anyone trash talk her."

Helga smiled at him. "Still, thank you."

Arnold bit down on a french fry, then leaned towards her.

"Tonight, I have to help my grandparents with the monthly repairs, but what are you doing tomorrow night?"

She shrugged. "The usual. Heading over to Slaussen's with Tad for our weekly ice cream bitch session. Phoebe will join us about 45 minutes into it after finishing her science club meeting. Then hanging out at the park until five. Typical Wednesday."

"Well, after you're finished with that, how about stopping by my house for a bit? I figured we could watch some movies, talk." He grinned. "I'll ask you some more embarrassing questions."

She shrugged. "Sure. It's not like I have anything pressing to do at home."

He smiled, popping another French fry in his mouth. "Great. Now what are you reading?"

* * *

That afternoon, he was in the basement, working on the washing machines when he heard his grandfather yell down to him. He put the screwdriver down and walked to the bottom of the stairs.

"Did you say something Grandpa?" he yelled up. He heard footsteps, then Phoebe stepped into the light. He blinked, not expecting her to be here.

"Hi." He said, confused. "Um, what are you…"

Before he could finish, she stepped to him, planting a small kiss on his lips. He blinked twice, Helga's words from lunch coming back to him.

"Thank you Arnold." She said, giving him a quick hug. "I don't know what was said, and I may not be able to thank Shayla, but I can thank you."

He hugged her back. "You don't have to thank me." He told her. "I don't care who it was, nobody talks about you like that."

"Well, you have my eternal gratitude." She told him. Then she noticed the pieces of the washing machine lying around the floor. "Oh, I'm sorry. You're in the middle of something. I'll leave you to it."

"No. I need to take a break anyway." He grabbed one of the old plastic chairs they kept down there for her, then jumped up on one of the working machines. "What's up?"

She sat down in the chair, her hands folded in front of her. "I know this thing started as a proposition, but you changed the rules." She fidgeted nervously for a moment.

"Helga told us about last night."

He stared at her for a moment until he realized what she was talking about. "You mean…the parking lot?"

She nodded. " What you three walked up on this morning was moments after she'd just told us. She was on cloud nine and Tad, in his usual way, started dancing with her. Before you guys came, she couldn't stop smiling."

Arnold smiled, remembering the laughter he'd heard, and the vision of Tad and Helga dancing in the hall this morning.

"You're giving her hope, Arnold. For something that was supposed to have been a one night stand. Truthfully, I'm scared about what's going to happen next week when we all come back to school and everything returns back to normal."

He frowned, not understanding. "What do you mean?"

"I mean, Arnold, what's going to happen after you two have sex this weekend, and come Monday, when everything goes back to normal? You aren't going to be there to pick up the pieces."

"You don't think I should do this anymore?"

"I'm not saying that. What I'm saying…" Phoebe sighed. "I'm just scared, Helga doesn't remember what this started out as; a way to lose her virginity to someone she trusts, rather than at some drunken frat party. I'm afraid she might think it's more than that and come Monday, she's going to get hurt."

"Have you talked to Helga about this?" he asked. Phoebe shook her head.

"Can't today, she's walking on cloud nine. I was going to talk to her tomorrow after school."

"At Slaussen's."

She looked up to him. "You know about that?"

"She told me today, when I asked her what her plans were tomorrow. She's suppose to come by here after she's done hanging out with you guys." He hopped off of the machine and walked over to her. "Look, Phoebe, I don't know how to say this. Yeah, it started as me agreeing to her proposal. But it's more than that now. I'm not sure what, but I'll make you a promise. I promise not to pressure her into anything. I promise to make sure she knows what's going on before anything happens. And I promise not to blow her off or act weird around her on Monday. Deal?"

Phoebe relaxed, nodding. "That's all I can ask. God, knows she won't listen to anyone anyway. Especially when it comes to you. Just try not to hurt her too much, okay?"

He grinned, nodding. "I don't want to hurt her, Phoebe. I fear her too much to do that."

* * *

Wednesday afternoon came and Arnold was sitting in his room, trying to figure out what he was going to do tonight. Phoebe's words ran through his brain, and he wasn't sure if he should just call this off or not. He know he didn't want to call it off, but in the end, it wasn't his choice.

His phone rang and he picked it up, thinking she was calling to cancel.

"You're not going to chicken out on me, are you?"

"What am I chickening out of?" Gerald asked on the other end. Arnold threw his dirty clothes in the hamper, mentally berating himself that he just didn't say hello first.

"Nothing," he amended. "What's up?"

"Well I was going to ask if you wanted to hang, but it sounds like you have plans. Anything I should know about?"

Nothing major. Just hanging out with a friend."

"Dude, you replacing me? After your heartfelt plea at school yesterday?"

Arnold rolled his eyes. "With who? You've been my best friend since pre-school."

"Just checking. Would these plans be female?"

There was a knock on his bedroom door and he walked over to open it. Helga stood there, looking at him questioningly. He waved her in, then turned back to his conversation.

"Maybe." Helga stepped into his room, looking like she was going to bolt any moment. He grabbed her book bag, and tossed it on his couch.

"Would she be there now?"

"Maybe."

"You getting some tonight?" Gerald teased.

"I really hadn't planned that far."

"See, this is why you're dry so often." Gerald said. "You don't plan these things. The potential of getting laid should always be in the realm of possibility."

"I'll keep that in mind."

"Does she look ready to party?"

Arnold glanced at Helga's jeans and button down tee shirt. "If you call a tube top and daisy dukes party wear, then yeah." He grinned at Helga's look.

"Well then what are you talking to me for?"

"Not quite sure." He said, still grinning at her expression.

"Talk to you tomorrow dude."

Arnold hung up the phone and tossed it on his desk. Helga cocked her head at him.  
"What was that about?"

"Nothing."

She nodded slowly, glancing around the room. "Um, your grandpa told me to come on up."

"I know. I asked him to. It isn't going to be quiet down there today. Ernie's birthday is today and Grandma's decided it should be a huge party."

"Oh, um, I can come back tomorrow if you're busy."

"No. I'm not involved." He eyed her. "You scared to be up here with me?"

She snorted. "No. What gave you that idea?"

"The way you're edging to the door."

She stopped moving, folding her arms. "I just…didn't want you to get into trouble for having girls up here."

He shrugged. "My grandparents know you. And they trust me. Besides, we're just watching movies anyway, right?"

"Uh…right." She said, carefully walking back to the room. He smiled at her.

"Right. So, what do you want to watch?"

* * *

They sat side by side on the couch, watching an action movie on the TV. She was lounging on the couch, munching on popcorn, eyes glued to the screen. His attention kept moving from the movie to her. The way she sat, the button down jersey she wore, her hair up in a ponytail, her bare feet, one tucked under her as she unconsciously moved to get comfortable.

Suddenly the movie wasn't as interesting anymore.

"What do you usually do at home?"

"Huh?" she asked, scooping up more popcorn.

"At home. What do you do?"

"Stay in my room and as far away from Bob and Miriam as possible." She answered, eyes not leaving the screen.

"Okay. When you aren't at home. What do you do for fun?"

"Hang out at the library, or with Tad. That's my life. Not very exciting." She scooped up more popcorn, then looked over at him. "I'm just not that thrill filled. I gave up thrill seeking when I left grade school."

"Come on." He prodded her shoulder. "There has to be one dangerous thing you've done recently."

She smirked at him. "Well, there was this time when I was in this guys room alone while the adults were downstairs."

"God, you're boring Pataki." He told her, grinning. She shrugged, her eyes going briefly to the screen before returning to him.

"What can tell you? I stopped living on the edge when we all stopped hanging around after grade school. The most exciting thing I've done recently is kill Orgh members on UOW at Tad's house."

He gave her a look. "So what would Tad say if he knew you were in some guys' room without parental supervision?"

"He'd say, it's about time bitch." She retorted, popping a piece of popcorn into her mouth.

He moved the popcorn bowl and leaned towards her, watching her from half lidded eyes. Her eyes widened as he leaned in.

"Helga," he said when he was close enough to her, but not touching. "I don't want you to regret this come Monday. I don't want to say hi and you suddenly become uncomfortable around me."

She swallowed hard, fighting to stay still. "I asked you, remember? Even though Phoebe swears I'm gonna get all weird on Monday, I still remember what this is."

"What is this?"

"You helping me out with a problem. Because you want to."

He reached up pulling the clip out, running his fingers through her hair. "I don't know what Monday's going to bring. Hell, I'm not sure what Saturday's going to bring. I just want to make sure you don't think I'm pressuring you into anything you may be having second thoughts on."

She surprised him by leaning forward a bit, just enough so they were almost touching.

"Arnold?"

"Yeah?"

"You going to teach me something, or are we just going to sit this close and talk?"

He grinned, then moved the rest of the way, his mouth meeting her already inviting one. Her arm came up, wrapping around his neck as she kissed him back, the other arm still bracing herself against the edge of the couch.

She was a fast learner, her tongue matching his, the feeling crashing over him. His head was fuzzy, only feeling her mouth against his, her fingers tentatively moving against him, one leg pressed against his thigh. Then she moaned.

His eyes squeezed tighter, the hand that had been resting on her leg moved suddenly. He had to hear her make that noise again. Pulling his mouth away from hers, he trailed his tongue down her neck, biting and sucking as he slid down. He heard her gasp, her fingers tightening on his arm, her head falling back. His hand slid up, fingers brushing the jersey, to her neck. Moving the material resting between her neck and shoulder out of the way, he kissed her there, nipping at the skin, then running a tongue across it. She gasped again, her hand sliding from his arm to the back of his head, tangling in his hair. He gently pushed her back onto the couch, his body resting lightly on hers. His mouth returned to hers, his hand sliding from the curve of her neck to the buttons on the front of her shirt. His hand brushed her breast and she moaned again. The sound went straight to his groin. He slid his hand back over her breast, feeling the softness under his hand. She moaned under him again, her back arching against his hand, her own hands sliding down his shirt, one hand slipping under his tee shirt to feel skin. He groaned, his hand tightening on her breast momentarily before sliding to the buttons on her jersey. He had to know what she felt like under his hands. He unbuttoned the final button, sliding his hand into her shirt, covering a cloth covered breast. Helga arched against him, one leg raising up and pressing against him. Her hands were pushing up his shirt now. He moved his hand, silently reveling in her moan of protest and pulled away from her mouth long enough to pull off his shirt. He bent back down and stopped, staring for a moment at the girl beneath him. Eyes closed, mouth inviting, her jersey opened revealing the pink colored bra. Her eyes opened and he again was caught up in the blue of her eyes. He leaned back just a bit, pulling her up with him, enough to pull the jersey off. She allowed him, her eyes looking down and catching his naked chest. Her eyes widened, and she bit her bottom lip. That was it. Arnold caught her mouth again, pressing her back down against the couch, his hand sliding up her naked stomach, pushing the cloth of her bra out of the way and cupping a naked breast.

They both gasped at the same time, her body arching against his hand, her hands touching his chest, her fingers raking lightly against a nipple. His mouth pulled away from hers, trailing down her neck again. His lips slid down her shoulders, his hands sliding behind her, undoing her bra. He slid the material off her shoulders, his mouth latching onto a nipple. Helga cried out, her hands digging into his hair, urging him closer.

He couldn't think, the only thing on his mind was how to get even more of her. His mouth switched to the other breast, his hand covering the one his mouth just left. He could hear her gasping above him, but it wasn't enough. He needed to her moan again. His hand left her breast, his fingers trailing down her bare stomach to her jeans. Her body was arching underneath him as his hand slid further down. Over her hip, then her leg, to the front of her jeans. His fingers slid down the path of the zipper to the middle of her thighs.

A loud knock on the door tore them apart.  
"Hey short man!" the voice of his grandfather called out. "Pookie's got some cake left if you and your little friend want a piece."

They both froze. Arnold lifted his head to look at the door.

"Okay Grandpa." He called out. "I'll be down in a minute."

"Don't take too long. You know how Kokoschka is around food."

The sound of footsteps trailed off back down the stairs. Arnold watched the door for another moment, then looked back down at Helga. She was frozen in place, her eyes closed. He smiled down at her, bending down to kiss her again.

Her eyes were open when he pulled back.

"I didn't mean for it to get this far out of hand." He told her quietly. She looked down at his chest, then back up at him.

"It's going to have to get out of hand sometime." She answered just as quietly. Her blue eyes bore into his. "Do you regret it?"

He looked down at her, his eyes trailing a path down her body slowly, before raising back up to meet her eyes. He gave her a smile.

"Only that Grandpa came up when he did." He answered. She smiled at him, then frowned.  
"What did you do with my bra?"

Biting his lip, he glanced around the room, spotting it on the floor across the room.

"Um, I may have tossed it a bit far." He reached down, picking up her shirt and enjoying the feel of her naked breasts pressed against his chest. Leaning back, he handed her the jersey.

"Here. Let me go get your bra." He climbed off of her, allowing her a bit of privacy to cover herself as she walked across the room and picked up the pink scrap of material. He tossed it back to her and picked up his own shirt, slipping it back on.

"Okay," she said. He turned around to see her dressed, pulling her hair back up in a ponytail. She looked up at him, her gaze questioning.

"I look neat at least?" she asked. He nodded, his gaze going to something out of place. He stepped towards her, pulling the top of her jersey to the side. Then he grinned.

"Um…sorry. You might not want to wear anything v- neck for a day or two."

Her eyes widened as she turned to the small mirror by his closet. Pulling the collar of her jersey to the side, she spotted the dark mark at the curve of her neck.  
"Arnold!"


	6. Revealing the Obvious

VI. Revealing the Obvious

Arnold stood at his open locker transferring books he needed for the next couple of classes, his mind on the night before. He hadn't planned for that to happen; he'd assumed the furthest they'd get was a interesting make out session and maybe some heavy petting, but never in his wildest dreams did he think it would have gone as far as it did. If his grandfather hadn't knocked on the door when he did, Arnold was almost positive he would've kept his part of the bargain two days early.

His mouth quirked up slightly, remembering the night before: the noises she made, how she felt under his hands, his mouth. Her nails scratching his back, digging into his hair.  
If last night was a taste of what was to come, then he couldn't wait for tomorrow night.

"So?" a familiar voice asked. "You ready for tomorrow night?"  
Arnold blinked, frowned, then moved his locker door slightly. The image of Rhonda Wellington-Lloyd came into view, her hair and clothes flawless as usual.  
"Excuse me?" he asked her, pulling out a notebook. She gave him a small smirk.  
"Don't play innocent with me, I know it's you." she chastised. "Are you ready for tomorrow night?"  
He blinked, realization flooding his face. "It was you." he stated. "You were last weekend."  
She gave him a knowing look, then brushed a lock of hair from her face. "And you're this weekend. Are you ready?"  
He slammed the door of his locker shut, then took her arm, leading her away from his locker and down the hall where they could disappear within the crowd.  
"Kind of, not yet." he answered her. "How did you know it was me anyway?"  
"Oh Arnold please," Rhonda waved away his query with a dismissive hand. "Who wouldn't know it was you? She's been crazy about you for years. Actually I'm surprised you didn't know it was me."  
"Yeah, well, I've been out of touch lately." he muttered. Looking back at her, he frowned thoughtfully. "Why did you do it? I didn't think you even liked him?"  
The raven haired teen shrugged. "Actually, he hasn't been that bad over the past years. Yeah, I mean I know he still likes me, but he hasn't done any of the things he used to that made me so crazy." She smiled secretly at him. "I do have to say, it was a high knowing that I got to be his first. And he was really quite good."  
Arnold rolled his eyes, his hand on the small of her back as he led her down a side hallway.  
"Too much information." he told her. She smiled coquettishly back at him.  
"Trust me Arnold, the things I could tell you..."  
She stepped forward and stopped right in front of him causing his to stop suddenly. "What I want to know is why you haven't done it yet? I know you said yes."  
"How do you know I said yes?" he asked her.  
"Because you're too much of a nice guy to say no." She gave him a look. "And I know you Arnold. Deep down, in a place you don't talk about, there's always been this thing between you and Helga. A different type of attraction. You were probably stunned when she asked you but after you thought about, the idea appealed more and more." She shrugged. "I'm just surprised that you've managed to wait this long."  
"We almost didn't." he muttered. Rhonda's eyes lit up in delight.  
"I knew it." she announced happily. She leaned in slightly. "What happened?"  
He shrugged. "My grandpa knocked on the door."  
Rhonda laughed lightly.  
"Face it Arnold, when you two come together..." she trailed off.  
Arnold sighed, rubbing his face with his free hand. "Why did you do it Rhonda?"  
She sighed. "I don't know what made me say yes when Tad asked me. All I know is I got his letter that Helga handed to me, and I met him at the gym after school. He gave me the offer and I said yes. I'm not sure who was more surprised, me or him." She gave him a look. "But last weekend, without giving too much away, I got to see a different side of Tad, and, I kind of liked it...a lot."  
She placed a hand against his chest. "Arnold, you both need this. Get it out of your systems. You've both been doing this dance since I can remember. It's time for it to come to its natural conclusion."  
She looked over his shoulder and moved her hand, the look on her face changing. Arnold frowned, and turned around to see Phoebe, Tad and Helga frozen in the hallway all looking like they'd walked in on something embarrassing. Arnold knew from the din of the crowds around them that the three hadn't heard a word they'd spoken.  
Tad was the first to speak up.

"Um... if you two need some time alone, we could come back later?" he teased. Rhonda stepped to the side, her eyes on Tad. The look on her face changed as she pointed to the dark haired teen.

"You."

Tad pointed to himself and she nodded.

"You. Saturday night. Eight pm. My house." she stated.

Tad just blinked. Slowly a stupid grin grew across his face.

"Whatever my dark goddess commands." he told her.

Rhonda rolled her eyes and shook her head. She leaned back towards Arnold.

"Enjoy yourself tomorrow. And make sure she enjoys herself."

With a parting smile, she turned her attention back to Tad as she walked towards the three.

"Right now, your dark goddess commands you to carry her books and walk her to class."

Tad's grin grew wider. He glanced at Phoebe and Helga.

"Sorry ladies. I've been given an executive order. Gotta go."

Taking her books he held out his arm and together they stepped back into the crowed hallways of the school to be eaten by the crowd.

Phoebe and Helga shared a look, then turned their attention back to Arnold. He grinned at them.

"Guess it's up to me to escort you two lovely ladies to class." he said.

Phoebe grinned. "You know these halls are dangerous." she teased.

Arnold waved his free hand towards the now less crowded hallway.

"After you."

* * *

Arnold sat in his History class, half listening to the teacher talk about World War II and half thinking about Helga. He'd noticed this morning that her shirt had a high collar and her hair was down. Pulled back in a clip, but hanging down over her shoulders. He'd met her outside the lunch room right before this class and had walked her to her next class. As they reached her classroom, his hand had reached up in the pretense to brush something off her shoulder, instead lightly brushing the spot he knew she was marked. She'd shuddered lightly, her breath drawing in quickly. She shot him a glance, then walked into her class.

Arnold smiled to himself, Rhonda's words coming back to him. She had a point; as long as he could remember, the two of them had been locked in this dance, circling around each other. Even before he knew what hormones, sex, romance was; when his idea of dating was telling a girl that he liked her liked her. His crushes of Lila and Ruth were just that, crushes. After time, they had faded. He and Lila had tried to date in middle school but after a week realized there just wasn't anything.

Helga was different. She infuriated him, frustrated him, made him so mad that sometimes he just wanted to shake her. Other times she could make him laugh so hard his stomach would hurt and tears would pour down his face. She could make him smile when he'd had a really crappy day. Some days he would smile when he saw her, other times, it would be a resigned sigh of frustration. She could pull such a myriad of emotions from him at any time. On the same day she could be both his angel and his demon. Yet he couldn't imagine what his life would be like without her.

And Rhonda was right, When they did finally come together...

"Psstt, dude." Gerald hissed in the desk next to him. "Pay attention."

Arnold blinked, and looked at the teacher who was now raking his eyes across the class to see who'd zoned out. His eyes crossed over Arnold, settling on the poor kid sitting in front of him.

"Ah, perhaps Mr. Johnson can tell us what the Battle of the Bulge is?"

As the poor kid in front of him stammered for an answer, Arnold glanced over at Gerald smiling his thanks.

* * *

"So...who is it?"

Arnold and Gerald walked out of history, aiming towards their final class of the day.

"Who is what?"

"Whatever chick that has got your attention." Gerald stated. "You never zone out in Mr. Grant's class. You know better. Today you just sat there with that stupid grin on your face."

Arnold grinned at him. "Nothing. Just...thinking."

"About that hot chick you saw last night?"

Arnold shrugged noncommittally. Gerald laughed.

"You seeing her this weekend?"

"I...may have plans on Friday. And possibly Saturday, depending." He glanced at his best friend as they walked down the hall. "Do you mind?"

Gerald laughed. "Hell no bro! It's about damn time you've gotten some play. Don't worry about poor old Gerald. I've got plans with Shayla this weekend anyway."

Arnold sighed. "Would you just ask her out already?"

"Arnold, my man, I am not a one woman man."

Arnold gave him a look. "Uh hu."

"Good afternoon Skippy people!" Tad announced as they two neared Arnold's class. Gerald rolled his eyes and bumped Arnold's fist.

"I'll catch you after school."

"Later." Arnold said, finishing his journey into College Algebra with Tad.

"So, how was the walk to first period?"

Tad grinned happily. "I told the girls I was that good. I have a date on Saturday because, according to her, she thinks I should take Phoebe out on Friday night."

Arnold looked amazed. He didn't think the teen fashionista would be that thoughtful. "That is a pretty good idea."

Tad nodded as he took his seat. "Yep, my dark goddess is full of them." Tad waited until Arnold was seated before looking over a the blond.

"You do know her parents are out of town until Tuesday afternoon."

"Well, I can't see her inviting you over to her house if they weren't." Arnold said. Tad shook his head.

"No. Not Rhonda's. Helga's. Her parents left yesterday morning to go on some business trip in Toronto. They won't be back until Tuesday afternoon."

"Why would they leave her by herself?"

Tad gave him a look. "This is Bob we're talking about. It's for his business. And she's old enough to take care of herself." He grinned. "I think she grabbed some money and possibly a credit card before they left so she at least has something to fall back on."

Before Arnold could say anything Miss. Clark walked into the class and Tad whistled.

"Every day you just get more beautiful Miss. C." he announced.

"Thank you Tad. Now today we're going to be reviewing chapter 7."

* * *

Walking home after school, Arnold's mind was in a flurry of thoughts: what Rhonda had said to him this morning, his conversation with Gerald during History, what Tad had told him before class about Helga's current living arrangements. He now had an idea where they were going to be tomorrow night, he was just waiting for her to make the final decision.

Even now, he was still unsure if she would actually go through with it. Last night, she'd been so open, passionate; yet this morning, she was her cynical self, smirking at Tad's jokes, sharing looks with Phoebe.

His steps faltered slightly as the realization that Phoebe was right, there was no way he could ever know the true Helga. Not in a week. He hadn't even scratched the surface, hadn't even made a dent in the coating. He sighed heavily, it looked like this deal was going to be one sided. And he still didn't have the answer to the one big question still burning in his mind: why?

He'd asked her in the beginning and she'd very easily dodged the question; she trusted him, they were friends. Even Phoebe, who had told him before their conversation that she was the secret keeper to Helga and would never tell gave him the same rote answer; Helga trusted him.

But why? Why did she trust him? What was so damn special about him that made her trust him enough to want to give something as important as her virginity to him?

Rhonda's words from that morning came back to him. _Deep down, in a place you don't talk about, there's always been this thing between you and Helga. A different type of attraction. _That sent Phoebe's words from a couple of days before back into his memory. _I'm afraid she might think it's more than that and come Monday, she's going to get hurt._

Arnold walked around the corner, passing a cafe. Three steps passed and his footsteps stopped. He looked up at the image that had caught his attention.

In the cafe sat Helga, a salad and a book in front of her. Arnold backtracked, entering the cafe and sliding into the booth across from her.

Her eyes flicked up slightly, then her head raised, her hand marking her place in the book.

"Fancy meeting you here." she said dryly. He grinned, and asked the waitress who came by the table for a coffee.

"Literally walking by and saw you in the window." he answered. "What are you doing?"

An eyebrow rose. "Reading. Why, what do they call it in your world?"

He gave her a look. "Funny Pataki. I meant, why aren't you out with Tad and Phoebe?"

"Oh, Phoebe has clubs and meetings on Thursdays and Tad had to go home after school and help out his parents." She moved her free hand. "Hence, my lovely dinner."

He nodded his thanks when the waitress brought his coffee then waited until she'd left. Reaching over, he picked up the scrap of ribbon sitting next to the book, placed it into the book, and gently closed the paperback, moving her hand from it. She allowed him, watching him warily.

"What's up football head?"

He gave her a smile, continuing to hold that one hand. "We need to talk."

She gave him a smirk. "You're quitting."

He shook his head slowly. "No. In fact you need to tell me what I need to do for tomorrow night. Where we're going."

Helga's free hand rose to rub at the back of her neck. "Oh. I...um... my parents are out of town until Tuesday afternoon. If you aren't too...I mean...my house is empty, if you don't mind. If it isn't too weird."

"You're going to let me see your room?" he teased. That earned him a glare.

"Like you haven't seen it before."

"Your house is fine Helga." he soothed, his fingers gently rubbing her knuckles. "But actually I want to know one thing before tomorrow night."

She cocked her head questioningly.

"Why me?"

She frowned in confusion.

"Why did you choose me? I need the truth Helga. Why me?"

He didn't move, still sat leaning forward, her hand still in his, his fingers still rubbing over her knuckles. But he braced himself. She sat there, her face going through a myriad of emotions. Just when he thought she might explode, she exhaled loudly, shaking her head.

"That...that's a part of my soul I'm not ready to share yet." she told him. He blinked, expecting anything but the raw, truthful answer she'd just told him.

He sat back, not releasing her hand. "That's fair." he admitted. He gave her hand a gentle squeeze then released it and picked up his coffee.

"So, what time do you want to meet tomorrow night?"


	7. Learning to Fly

VII. Learning to Fly

Friday was here. The entire day went in a blur for Arnold. He sat in the lunch room, the untouched tray of food before him. Someone slid into the seat next to him and he glanced over. Shayla sat there, taking a sip of her soda.

"What is going on with you, sweetie," she asked. "You've been walking around in a fog all day and you look like you're walking to your...oh...oh!" She covered the grin forming on her mouth. "Tonight's the night, isn't it?"

He just nodded. The dark skinned girl patted his hand.

"Oh baby, why you looking like you're a virgin in a sacrifice, then? You know how this games played. What's the problem?"

He looked over at her, sighing. "I don't have a problem with that. If anything I think I might be too excited."

She frowned in confusion. "What guy isn't excited about the idea of sex?"

"It's not just sex."

"Oh. You think you might be getting...feelings for her." she clarified. He shrugged.

Shayla scooted closer to him at the table, putting down her soda. "Okay, first, how do you know this isn't any more for her than a means to an end. She has a problem, you're the problem solver."

Arnold frowned. "It isn't like that. You don't know her. She isn't like that. And from what I've heard, it's more than a problem she needs solving."

"Then what you have to think on is what you want. Do you want more than this weekend? Do you want every weekend, a FWB, if she's even willing. Or do you want an actual relationship." she smiled. "And if you do want the relationship, how the hell you gonna deal with your jealous boy toy when he finds out who you're dating."

Arnold fought to hide the grin. "How do you know he'd be jealous?"

"Baby, Gerald may be dense, but I ain't. I knew the minute you decked him in the hall. I saw how she stepped up to protect Phoebe and Tad from him. And I saw your reaction."

Arnold bit the inside of his cheek, thinking. "You think I'm stupid?"

"Nope. But I do think you're brave." she retorted, taking a sip of her drink. "That girl is a force. Either you learn to step up or you gonna get blown away."

* * *

"So, this weekend..." Gerald said on the other side of his locker. Arnold leaned against the closed locker door next to Gerald, waiting for the teen to finish so they could leave school.

"Don't worry about it." Arnold told him.

"The thing is, Shayla wants to go away for the weekend, and I figure I'd make her happy and maybe get out of the doghouse." Gerald explained, shutting his locker. Arnold waved off his explanation as they headed towards the exit of the high school.

"Don't worry about it Gerald. Remember? I kind of got plans this weekend anyway." he said. Gerald grinned at him.

"Right, with the girl you were hanging out with on Wednesday?"

Arnold nodded. Gerald slapped his back.

"Way to go, bro! So, there is a potential of getting laid this weekend."

"Oh...that potential is very possible." Arnold admitted.

"Play on player!" Gerald joked, fist bumping Arnold as they two walked outside. Arnold chuckled.

"Not quite sure about the player part, bro."

"Arnold, my man, this is the just the beginning of your playerdom." He glanced over to see Shayla walking out with her friends.

"Oops, there's Shay, gotta go." Again they did the handshake that had followed them since grade school. "Have fun Arnold."

Arnold watched as Gerald jogged across campus to meet up with Shayla, before walking in the opposite direction. He had some things to pick up before tonight.

* * *

Around seven that evening, Arnold arrived on the Pataki's doorstep, carrying two plastic bags full of stuff, and knocked on the door.

After a few minutes, the door opened and Helga stood there wearing a tee shirt and jogging shorts. She looked at him, then leaned back and looked at the clock on the wall.

"I didn't expect you until later." she said, opening the door and backing up a bit to let him in. "And what the hell did you bring?"

"Food." Arnold said, stepping into the brownstone and heading towards the kitchen. A moment later the front door closed and Helga followed him. She stepping into the kitchen as he was putting the ice cream into the freezer.

"Popcorn, ice cream, cheese puffs..." she muttered, digging into the bags. "Did you buy out the junk food isle?"

"Ha, ha...very funny. I figured we could use some snacks." He pulled out a couple of movies. "Besides, you can't watch movies without popcorn."

"Okay, wait, I'm confused. I thought..."

Arnold put up the last of the ice cream, closed the freezer door, then turned around. "Well, I don't know about you, but I can't go a straight twenty four hours."

Helga blushed, ducking her eyes, and leaning against the kitchen counters. "I...I didn't mean..."

He walked over to her, his arms, planting on either side of the counter. "Unless, you just plan on using me and kicking my ass out."

She jumped slightly, her startled eyes raising to look at him. "No! I mean... well hell, I didn't mean it like that."

He looked into her eyes; startled, wary, nervous. He smiled, then leaned in to kiss her, one hand leaving the counter to rest at her waist. She kissed him back, her hands sliding around his neck, pressing against him.

As quick as that, he broke the kiss, pulling away slightly. She blinked up at him, her arms still around his neck.

"I want you to be comfortable Helga." he told her softly. "Me walking in here, and pushing you against the wall and taking you isn't going to make you very comfortable."

The blush returned to her face. Her hands slid down his neck to his chest and she pushed.

"Got it. No ravaging me in the foyer." she muttered, sliding away from the counter. She picked up the two movies sitting on the kitchen table.

"So, which one of these do you wanna watch first? I'll make the popcorn."

* * *

She chose the horror movie first. The movie was half finished, and she was leaning against him, her legs covered with a throw. The popcorn bowl was sitting on the coffee table, along with their empty glasses.

Arnold's attention was on the killer on the screen methodically slaughtering the screaming and running teens. He was also very aware of Helga pressed against his arm and side. Her legs were curled next to her, her arms wrapped around his one arm and her chest pushing against his side. Every once in a while, she'd bury her face in his shoulder, peeking through the screen of hair.

On the screen, two girls ran through the woods, as the killer stepped out of between the trees. Helga jumped slightly, her face going into the curve between his shoulder and neck. His body froze. He felt her freeze also, her head lifting slightly from his neck.

"Sorry," she whispered, her face inches away from his. She bit her bottom lip, and he groaned softly, leaning forward to kiss her, his other hand moving to cradle the back of her head. Helga's hands moved off of his other arm and slid around his neck, leaving his other arm now free. His now free hand slid down her hip to her legs, urging them out of the curled position they were in, and she maneuvered her legs to the floor. He pushed her back onto the couch, following her down, his lips not leaving hers.

His hand slid back up her bare leg, past her hip to slide under the tee shirt she wore. She moaned softly, her nails dragging against the material of his tee shirt. She slid her hand down, grabbing the bottom of the tee shirt and tugging. Arnold moved, pulling off his shirt, leaving her mouth long enough to pull it over his head. Her fingers slid over his chest, making him shiver.

He pulled away further, reaching over to put up the remote control and turn off the movie. She lay under him, watching him silently. He bent down, kissing her once more.

"Let's finish this upstairs." he said quietly. She nodded. He sat up, grabbing his shirt. She sat up, pulling a shaking hand through her hair. Taking a deep breath, she stood up, holding a hand out to him.

Surprised, he took her hand and got off the couch, following her up the stairs and down the small hall to her bedroom. She opened the door and led him in, shutting the door behind her.

Arnold looked around. The medium sized bedroom was feminine without being overly girly. Shades of pink and purple accented the cream walls. A small bedroom lamp was turned on giving the room a hint of light without it being overly bright.

He felt a tug on the shirt he held. He loosened his grip on the shirt and turned. Helga was tossing the shirt over a desk chair. She looked at him, licked her lips hesitantly, then pulled her own shirt over her head. Arnold's jaw dropped. She wasn't wearing a bra.

"Jeez Helga." he gasped. She grinned, walking towards him. Her pulled her to him, crushing his mouth against hers.

Not leaving her, he maneuvered them to where he thought the bed was. The back of his legs hit the mattress and, with her against him, he lost his balance, falling onto the bed, taking her with him. She landed on him, her chest pressed against his. He groaned, his hands sliding up her bare back and rolling on the bed so she was under him.

His hand slid up to cup a naked breast and she moaned in his mouth. The sound drove him nuts and unlike two night ago, there was nobody to stop them.

His other hand slid slowly down her stomach, over her hipbone to the middle of her shorts, sliding to that warm spot between her legs. Helga gasped, her body raising, her nails digging into his shoulder blade. His mouth left hers, trailing down her neck to her breast, latching onto a nipple, his other hand sliding into her shorts, running his fingers across the cotton panties. She gasped again, a low guttural moan ripping out of her throat.

He slid his other hand over her shorts, sliding them down. He lifted up, kissing her once, then moved to slide off her shorts and underwear.

And promptly froze.

On her hipbone, was a tattooed pink ribbon. It was about three inches long, waving from one point of her hipbone to the other. He stared at it, his fingers brushing against the colored design.

"I did say you would probably be the first person to see it." Helga said quietly. Arnold looked up at her; blond hair mussed on the pillow, the tiny pink butterfly still in her belly button and the pink ribbon adorning her hipbone. A small smile fell across this face.

"I like your ribbon," he said. "It's pink, like your butterfly."

She grinned at him. "You're insane." she told him. "I'm completely naked and you're making comments about my tattoo."

His eyes raked slowly down her naked body, then back up to meet her blue eyes.

"You're incredible. I'm just stunned." he told her. "It's completely amazing to me how you don't know how beautiful you are."

Her grin softened, and she rose up, her elbows holding her body up.

"I appreciate the sentiment." she told him, then eyed his partially clothed body. "But, you're wearing more clothes than me. That needs to be fixed."

With a lopsided grin, he climbed off the bed. Digging into his jean pockets, he pulled out a couple of small packets and placed them on the nightstand. His hands went to the fly of his jeans, unbuttoning and unzipping them. Sliding them down, he kicked off his socks, then slid the jeans off. He climbed back into the bed, wearing only the boxers.

"Sorry, you're just going to have to take those off yourself." he teased her, bringing his lips back to hers.

She moaned into his mouth, her body raising up to mold against his. Smaller hands glided down his chest and stomach to the waist band of his boxers. She hooked her fingers underneath the waistband and slid them down. He kicked the boxers free, then gasped as one of her hands grasped him. She felt so good against him, his mind automatically shut off and let his body take over. A hand slid lightly down her stomach, brushing against the butterfly, then over her hip where the tattoo was, finally over her thigh and the juncture where her legs met. A finger slid across the soft warm folds there, and Helga's mouth ripped away from his to let out a gasping cry. His mouth latched onto her neck, licking and kissing as he moved his fingers, making her gasp and cry out.

"Oh God...Arnold...please..." she stammered, her breath coming in short pants. Her body jerked, and her back bowed, her eyes shut tight as she cried out, her nails digging into his shoulder blades.

He moved, reaching towards the nightstand as her body fell back onto the bed, her eyes still closed, her body still shaking. Ripping open the small square package, he fitted himself, then adjusted himself on her body, a hand brushing her cheek.

One last shuddering sigh, she opened her eyes, looking into his. He smiled, his half lidded eyes staring into hers.  
"Better?" he asked, brushing his lips across hers. She sighed contently, her eyes narrowing.

"Wow." she sighed, her arms tightening around him and reaching up to kiss him. He kissed her back gently, then pulled his face away enough to speak.

"Ready?"

Biting her lip, she nodded.

Smiling, he lowered his head to kiss her once more, settling himself between her legs. He watched her face carefully, ready to stop if she looked like she wasn't ready.

Her eyes opened wide as he slid into her, her muscles tensing.

"Shhh...relax." he whispered, nuzzling her ear. He moved again and encountered the barrier. Pulling back, he looked into her eyes. She looked back up at him, blue eyes clear. Taking a deep breath, he sunk in, feeling the flesh tear. Helga cried out, her body raising up, her eyes closing, her nails digging her fists. He stopped moving, trying to ignore his own bodies needs, waiting for her.

Her body relaxed, her eyes opened. He lifted a hand, wiping a tear from her face.

"You okay?"

She nodded. "It hurt." she whispered back. She moved slightly and his eyes closed, his fingers grabbing the covers, trying to control the impulses. He heard her against his ear, her breath brushing the hair by his face.

"Move Arnold."

That was it. He finished sinking into her and she moaned, her leg lifting up to rest against his hip. He pulled away, his eyes opening to catch hers. She smiled at him briefly before her eyes closed again as he slid back into her.

Her hands came up to capture his face, pulling him down to kiss her. Her tongue slid into his mouth, and he opened returning the kiss as he moved in her. Her hands slid into his hair, digging into the scalp. She pulled away from his mouth, her body moving against his in an ancient rhythm only just discovered. He buried his face in the nape of her neck, a hand resting against her hip as he moved. Her breathing was deepening, her gasps getting louder. He could feel her body tensing. He was almost on the brink, he could feel the edge coming.

Pulling away from her neck, he kissed her forehead gently, then rose up, moving his body to slide in deeper.

Helga screeched, her fingers clutching the sheets around them, her body shaking as she fell over the edge. He felt her body tighten around him and that was his end. He groaned, falling back on her, his own body shaking as he fell over the edge with her.

* * *

Arnold opened his eyes. He had no idea how long it'd been. Rubbing his face against the crook of her neck and the pillow, he braced himself and rose up to look down at her.

Her eyes were just opening and she wore a smile he'd never seen before.

"You okay?" he asked.

Blue eyes flicked up to meet his. "Crimeny." she breathed. He grinned.

"Okay. I have to move. You ready?"

"Ready for...gah!" she gasped as he slid out of her and rolled on the other side of the bed. He pulled the used condom off and threw it into the trash can.

"I can't move." Helga muttered. "My legs are jello and my lower body hurts in a good way. I didn't think it was possible to hurt in a good way."

He climbed off the bed, and walked around the other side to pull her up.

"Come on. We have to get you into the shower and probably change the sheets."

"I don't wanna move." She griped as she moved off the bed. "And why do I have to change the...oh shit." She said, finally spying the messed up sheets with a small blood stain in the middle. "Dammit, I'm gonna have to wash those before Bob and Miriam get home."

"Wash later, shower and food now." He said, pulling her out of the bedroom and into the bathroom next to her room.

* * *

Two hours later, they'd finished watching the last twenty minutes of the movie and had finished off another bowl of popcorn, three sodas and a half a quart of double chocolate chunk ice cream.

"God, I'm starving." Helga said as she licked the remaining ice cream off her spoon. Arnold just shrugged, digging his spoon in for another scoop.

Helga dug out another spoonful, licking it thoughtfully.

"So, how many condoms did you bring?"

Arnold stopped in mid-bite. He finished off the ice cream and looked at her. "I'm not sure, maybe a half a dozen, why?"

She glanced up at him, casually licking the remainder of double chocolate chunk off her spoon. "Just curious. We gonna use them all?"

His eyes didn't move from hers. "Depends. Although, it does give us a goal to shoot for."

A slow smile spread across her face. "I wouldn't want you to think I'm a poor sport."

He returned her grin, plucking the spoon from her hand. "Oh no, I'd never think that."

He reached over, his lips barely touching hers. His tongue slid out, licking the side of her mouth.

"You had a little bit of chocolate just right there." he muttered, before her lips crashed into his, the ice cream forgotten.

* * *

Morning slid into the room, slowly peeking through the curtains to crawl over the bed. Arnold rolled over, his arms sliding over the smooth skin of the person next to him. He opened his eyes, looking at the sleeping figure. Helga was sprawled on her back, her arms thrown over her head, the new sheets covering her body. He rose up on an arm, watching her sleep.

If someone had told him two weeks ago, he'd find himself in bed with Helga Pataki after an entire evening of really great sex, he would have told them they were on some serious drugs. Yet here he was, laying in her bed, watching her sleep.

He brushed his fingers lightly over her skin. She frowned, rolling towards him. His fingers continued to brush up her arm, and he lowered his head, gently kissing her shoulder.

Blue eyes met his when he lifted his mouth from her skin, one hand covering her mouth as she yawned.

"Morning." she said, still yawning.

"Morning."

Her hand went up, pulling him down to her mouth to kiss him. He felt his body respond immediately.

She rolled over, straddling his body. Reaching over him, she grabbed a small packet, and sat back, the covers pooling around her hips. He watched her, not sure what she was planning. Reaching forward, she kissed him again, then rose back up, a gleam in her eye.

Wait, what are you..."

She slid down his body, mouth trailing down his chest, stomach, and finally...

"Gah!" he gasped as her mouth wrapped around him. This was supposed to be about helping her, not...

His mind went blank as her mouth took him completely in. His hips lifted as he gripped the covers. She left him, ripped open the package and covered him. He blinked, looking up at her.

"Helga," he rasped. She smiled, raising up over him. He blinked again, distractedly noticing how the sunlight glinted off her hair.

_Angel_, he thought briefly right before she lowered herself on him, then he didn't think anymore.

* * *

Arnold blinked his eyes open, looking blearily around the now empty room.

"Helga?" He called out. Stretching, he climbed out of bed, picking his jeans off the floor and sliding them on. He walked out of the bedroom, still buttoning them.

"Helga?"

He heard voices downstairs and froze for a moment, listening. One of the voices sounded like Helga's, but the other didn't sound like the patriarch of the Pataki family. Which was good, because Arnold really wasn't sure how the hell he would survive if Helga's boisterous father had come home early.

The front door closed, and footsteps walked across the foyer towards the kitchen. Arnold came down the stairs, crossing the foyer and walking into the kitchen. Helga stood there, clad in a tee shirt and shorts, pulling paper plates out of the cabinet. She glanced over at him as he entered the kitchen.

"I was going to give you about another two minutes then come wake you up." She said, placing the plates next to the pizza boxes. "I ordered pizza."

His stomach growled before he could answer her and she grinned, opening one of the boxes and pulling out a couple of slices.

"I'm starving." he muttered, walked passed her to the boxes. He pulled out two slices and picked up the plate to go sit at the kitchen table. He took a big bite and hummed in enjoyment at the hot cheese and pepperoni.

"Thank you." he said, his mouth full of pizza. Helga smiled, taking a seat at the other end.

"No problem." she said, taking a bite.

The rest of the afternoon went by quickly. They finished the second movie. Helga made comments about it, and Arnold threw popcorn at her which turned into a full out popcorn war. Then they spent two hours cleaning up all the popcorn. He sat on the couch silently watching her as she paced across the living room floor agitatedly as she spoke with her father to assure him that yes, the house was still standing, no, nobody had stolen his TV, and no, she wasn't having any wild parties. He covered his mouth to stifle a laugh when she dropped onto the couch, threw her legs across his lap and insisted to her father that no, there were no boys in the house.

He gave her a mock stern stare as she clicked the phone off and tossed it onto the coffee table with a small growl.

"Lying to your father Miss Pataki." he teased. "Shame on you."

She blinked twice, looking the picture of innocence. A look he was well acquainted with. "I didn't lie. He asked if there were boys in the house. There aren't. There's only one boy in the house."

"Semantics."

She shrugged. "If he want the right answers, he should ask the right questions."


	8. Landing on Two Feet

VIII. Landing on Two Feet

"Stay the night."

Arnold had just taken a bite of the reheated pizza. He turned to her, trying to chew quickly. He swallowed the lump of cheese and bread.

"Huh?"

She stepped into the dimly lit kitchen, still in the clothes for that morning.

"Stay the night." she repeated. "I know you've done what I've asked of you, but if you would, please, stay the night?"

He put the plate on the counter and walked over to her. "What's wrong?"

"Nothing. I...I just don't want this to end yet." she admitted, looking at him. "I promise I won't be weird on Monday, but I just want this. This last..." she shrugged. "Fantasy. I mean, if you can't, I understand, I just..."

He took her hands, gently tugging her to him. "I'll stay."

She buried her face in his chest, he arms sliding around his waist. "Thank you."

That night, they took things slower. Helga's words about what Rhonda had told Tad a week before echoed in his mind. _According to her,_ _if she's going to do this, she's going to teach him the correct way to please a lady._

So they spend the entire night finding out what she liked and what she didn't. He discovered she couldn't be quiet, even when she tried. And apparently she really liked doing one thing men would absolutely have no problem accepting. And the one thing that stunned him the most. She loved to cuddle. As the first colors of the morning were just coming over the horizon, she'd curled into him, exhausted and content, her face buried in his chest and had fallen asleep. He lay there, softly stroking her shoulder, listening to her soft breathing and watching the sun rise.

When he heard her soft snores, he leaned down, kissing her cheek and gently extracting her from him. She let out a soft moan, and rolled over, pulling the covers further up her body.

He got dressed quietly and slipped out of the bedroom. Walking down the stairs, he picked up some of their empty dishes and cleaned up the kitchen a bit. Slipping on his shoes, he looked back at the stairs. Last night Helga had told him she'd wanted the last fantasy. The problem with fantasies was by the morning light, they were gone and reality returned to rule. Standing up, he walked to the front door, made sure the lock was secure and walked out into the morning light.

* * *

Arnold stood at his locker waiting for Gerald. He'd gone home that Sunday morning and slept until late afternoon. He'd gotten up long enough to finish his homework, then went back to bed.

Gerald walked down the hall, his exasperated eyes on Arnold as he approached. Arnold grinned at him.

"How was your weekend?"

"Don't ask me, bro." Gerald grumbled. "All that girl did was talk about a relationship. The entire weekend." He shook his head, as he opened his locker and threw in some books, replacing them with ones he needed for the next classes.  
"I may have to break it off."

"Don't be an idiot. You aren't going to break it off." Arnold told him as Gerald slammed his locker door. "Face it, she's got you whipped."

"Dude, do you have to say that so loud?" Gerald hissed, looking around. He looked at Arnold and grinned as the two set off down the hallway of the school. "She does. And I am an idiot."

Arnold grinned back, giving him a fist bump. "About dammed time, bro."

"So how was your weekend?" Gerald asked. "You get laid?"

Arnold opened his mouth to answer when Shayla rushed up to them, interrupting anything he was about to say.

"Oh my god guys, you have to see this!" she told them.

"Damn girl, why you so excited this morning?" Gerald complained.

Shayla grabbed his hand and pulled. Arnold followed. As they neared another hall, the murmur of the teens grew louder. Gerald stopped suddenly in front of him.

"Holy shit." he gaped.

Arnold looked around him, his jaw dropping. Walking towards them, were Rhonda and Tad, holding hands. Behind them were Phoebe and Helga looking just about as shell shocked. Rhonda was sighing dramatically.

"It's like these people have never seen PDA before."

"Are they bothering you, my goddess?" Tad joked. With her free hand Rhonda waved off his question.

"Of course not. They'll get over it. Oh, morning Arnold, morning Gerald." she said as they passed the three. Tad smiled and waved.

Arnold blinked, his eyes catching Helga's. She gave him a look that clearly said, she had no idea what alternate universe she'd woken up in that morning. As she passed, he grabbed her arm, holding her back.

"What the heck is going on?" he asked. She shrugged.

"You guess is as good as mine." she told him, ignoring Gerald and Shayla who were still watching the trio walk down the hall. "I met up with Phoebe this morning and next thing we know, Tad and Rhonda were meeting up with us, like that." she gestured to the two holding hands.

"It's like some weird alternate universe." Gerald said, still watching.

"As soon as we can pry him off the princess, Phoebs and I are going to get answers." She smirked at him. "This is what happens when I go off the grid for an entire weekend."

He smirked back at her. "When you find out, call me and let me know."

"You got it."

He squeezed her hand, then let go. She gave him one last look, then ran ahead to catch up with the other three.

Arnold watched the four walk off and smiled to himself. As promised, there was no awkward looks, no uncomfortable moments. Although, leave it to Rhonda and Tad to completely throw the entire balance of the school dynamics out of whack.

But the thought caught him. Rhonda was Tad's chosen one. And look at them now.

The thought stuck with him as he followed Gerald and Shayla to their first class.


	9. Leaving the Nest

This is for those who asked for an epilogue. I truly thought I was finished, but apparently Carl and Muse, the plot bunnies, liked the idea of an epilogue. So the final ending of the story; this is it, no epliogue-epliogue.

Enjoy.

Leaving the Nest

"Isn't it hot over there?" Phoebe asked. "It's sweltering over here. I honestly thought the Midwest would be slightly cooler than what we had in the East Coast during the fall."

Thad laughed, leaning back in the chair he sat on in front of the web cam. "Nope. Cali is hot year round. It's just different degrees of hot."

Helga sat in her desk chair, her arms leaning on the one foot braced in the seat, smiling at her two best friends in the web cam. "We're just starting to get cool here."

Phoebe sat in her desk chair, looking as proper as she usually did. "We were cool down here for a week then Mother Nature decided to put up one last fight before she gives in for the season."

Thad grinned. "That can't make the cadavers smell good."

That comment got sounds of disgust from both girls. The black haired young man laughed as the girls wrinkled their noses at him. Helga cocked her head, looking around the site behind Thad.

"Where's your princess?"

Thad grinned. "Last swim of the night. We have a pledge party to go to tonight."

Helga shook her head. She really didn't believe Thad and Rhonda would make it past that one week. So far they reveled in proving the entire Senior class of Hillwood wrong. After graduation, Thad shocked both Helga and Phoebe by telling them he'd gotten a scholarship to UCLA and was joining Rhonda at the University. Helga had a slight suspicion that Rhonda had made sure Thad's application went through. The two were still going strong...but then again, they'd only been there for almost three months.

Phoebe was accepted at Washington University in St. Louis and had left a little after Thad and Rhonda.

Helga herself, had gotten a scholarship to NYU and had packed up and moved to New York the same day Phoebe left for Missouri.

Helga sat back listening to her two friend talk about what was happening at their schools, her mind going back to the last couple of months of her Senior year. Her bet with Thad, her proposition to Arnold, the weirdest week ever when Thad and Rhonda shocked the entire school by dating.

For a small moment after she found out Thad and Rhonda were together, she briefly gave into the fantasy that she and Arnold would end up the same way. But after that week, they'd...dated on and off, but nothing really ever came of it. Gerald and she had almost come to blows when he found out that they'd actually gone out on dates. Luckily, he never discovered what else they'd done.

Helga smiled, her mind going back to her favorite memory. That weekend had been her glimpse of heaven. She knew he felt something for her, because he did keep in touch with her, they did go out, he had kissed her again. But in the end, the constant interference of Gerald proved to be too much and they just never...connected again. Which was a shame, because when they did connect...they were incredible.

"We've lost her Doc." Thad's voice brought her out of her thoughts. She blinked, looking at the screen to her two friends staring into their webcams, matching looks on their faces.

"What?" she asked.

"Come out of fantasy land and get back here and talk to us." Thad demanded. Phoebe grinned. Helga shook her head, amused.

"But it's a great fantasy."

There was a knock on her bedroom door and her roommate Lilly poked her head in.

"I'm getting ready to head out Helga. You sure you don't want to go?"

Helga looked over her shoulder at her redheaded roommate and smiled. "Sorry Lils, passing out drunk at a frat party is not my thing."

"Ok, But I'll be at PKI if you change your mind. Text me." She waved at the computer. "Night guys!"

"Bye Lilly!" Thad answered.

"Be careful." Phoebe added.

Helga turned back to see the grins on her friend's faces again. "What?"

"Wasn't this how we got into this in the first place?" Thad asked amused. "Because you didn't want to end up at some frat party in a bedroom with a random frat boy?"

"Shut up Thad." Helga groused. "It worked out for you."

"Helga." Phoebe said, her face going from amused to sympathetic. Helga forced a smiled and shook her head.

"Don't Phoebe, I'm fine. I plan on watching bad movies tonight and gorging on popcorn. I'll deal with homework tomorrow."

Suddenly the face of a damp Rhonda Wellington Lloyd appeared in the webcam. "Sorry ladies, but I need to steal Thad to get ready. "

"I should get to my studies." Phoebe said.

Helga nodded. "Yeah, and I should get to those movies." The sound of knocking on her apartment door, caught her off guard. "Right after I see who the idiot is banging on my door."

"Night all." Phoebe said.

"Have fun you two." Helga added.

Thad grinned lecherously, then turned off the camera. Helga shut off her webcam then climbed out of the desk chair to walk into the living room.

The knock on the door sounded again.  
Hold your horses, I'm coming!" she yelled making her way through the living room to the front door.

She unlocked the door and opened it, ready to make some smart assed remark to the student standing out there. The comment died on her lips when she saw who it was.

"There are a lot of people running around this campus." Arnold noted. Helga blinked a couple of times, not quite sure if her eyes were playing tricks on her. He cocked his head, eyed her stunned expression.

You...going to invite me in?" he asked.

She blinked again, then stepped back, opening the door further. "Criminy! I wasn't expecting...I mean, you kinda caught me off guard...I mean, what are doing here?"

He stepped into the apartment, glancing around at the tidy room as Helga shut the door.

"I go to school here." he told her. She spun to face him, frowning.

"Here?" she asked, her voice cracking. "When? I mean, I thought you had a scholarship to go to Kansas State University."

"And here. I decided at the last moment, here was closer." He scratched the back of his neck. "You know, to my grandparents."

She nodded, still not quite sure what was happening.

"It took me a good month and a half to find you on the roster." he told her. "And another couple of weeks to find the right time to see you."

"I...I don't understand."

He smiled at her, his half lidded gaze boring into her. "Look. High school is not the right moment for anyone." he said, slowly walking towards her. "College though, is like a reset. To shed all the prejudices of childhood and completely start fresh." He grinned again. "Well, not too fresh."

She stood there, watching him, still not quite understanding what he was saying to her. He stopped inches from her, exactly eye level to her.

Helga's brain suddenly clicked. Her eyes widened as she tried to process what her brain was screaming at her to the handsome blond young man of her dream who was standing mere inches from her body, looking at her like...

Arnold leaned in, his mouth covering hers. A hand went to her waist, pulling her towards him. Helga stumbled stepping closer to him, kissing him back automatically. She'd missed this; the taste of his lips, the firmness of his body against hers, the feel of his hand on her body.

He broke the kiss, pulling his face away only slightly.

"So," he said, his voice low. "What do you say to an almost fresh start?"

Helga licked her lips, trying to slow down the pounding of her heart. "I'm always up for a challenge."

He grinned. "Perfect." he murmured, before reclaiming her lips.

Helga was dizzy, her hands wrapping around his shoulders to hold her balance and to confirm that no, this was not just a really great fantasy. Arnold really was in her living room kissing her like he hadn't seen her for years.

He broke the kiss once more, and Helga gasped for air. Slowly, he smiled. A mischievous, sexy smile that let Helga know that some articles of clothing might need to be changed.

"So, I hear there's a couple of frat parties going on tonight."


End file.
